How to Pick Good Trustees

Fall 2006

By
Marc T. Frankel
and Judith L. Schechtman

" ... A GATHERING OF TALENTED, PRODUCTIVE INDIVIDUALS DOESN'T ALWAYS RESULT IN A TALENTED, PRODUCTIVE GROUP. IF ONE HOPES TO BUILD AN EXCEPTIONAL BOARD, ONE SURELY NEEDS TO START BY ATTRACTING MEMBERS WITH A VARIETY OF STRENGTHS AND ABILITIES." 1

— Nancy Axelrod

IN OUR EXPERIENCE, TRUSTEES are seldom neutral influences on a school — they either add or subtract net value by their conduct on the board. While intimate familiarity with the workings of an independent school or access to significant wealth are helpful qualities for a trustee, we find the most useful trustees are those who exercise their trusteeship in ways that do not, on net, subtract value. We have seen the whole culture of a board — and its effectiveness at governance — swing on a single member. This fact sets up a paradox of governance: boards and members are often focused on whether or not the head of school is performing well, while their own behavior has an equal or even greater potential for disrupting the school.

Given this, it's essential that boards carefully consider how they recruit, select, and orient new trustees. These important activities are usually discharged through a Committee on Trusteeship (variously known as a Directorship Committee, Trustee Affairs Committee, Committee on Trustees, Nominations Committee, or other such name). The Trusteeship Committee is frequently called the most important board committee, because it monitors current performance and shapes the future composition of the group.

The three indispensable functions of the Trusteeship Committee are nomination/selection of new board members, evaluation of the board and its members, and professional development of the board. Committee membership should consist exclusively of trustees, with the head participating ex officio. Often, the immediate past chair of the board (or another senior board member knowledgeable about the school and nonprofit governance) leads the committee on trustees. The board chair and his or her likely successor are also usually members.

MODELS OF TRUSTEE SELECTION

For our purposes, we will consider three archetypal models of board population: self-perpetuation, mandated or representative membership, and election by constituents.

Self-perpetuation is the predominate means of populating independent school boards in the United States. Some independent schools in Canadian provinces and a subset of international schools also follow this model. Self-perpetuation means that the board itself selects new members and is free to develop its own sense of what trustee skills are needed at any point in time. Nomination is typically not competitive — prospective members do not vie with each other for ascension to the board. Many self-perpetuating boards establish target proportions for membership, say, with some members coming from the ranks of parents of current students, some from alumni, and still others unaffiliated with the school in any way.

A number of schools in the U.S. and abroad populate boards via mandate or appointment (e.g., nomination by a sponsoring religious order, national embassy, or multi-national company) or representation (e.g., a board seat reserved for the parents association, alumni council, or other such group). For example, schools with an overarching philosophy for constituent participation may have a certain number of board slots set aside for faculty, parents, and even students. A school abroad with foundational ties to an American, British, or Canadian embassy may empanel members selected by the corresponding ambassador.

A very small number of U.S. schools, but a relatively high proportion of international schools and those in British Columbia, populate boards via the direct election of trustees by parents and others in the school. While something of an anathema to stateside independent schools, the election approach is sometimes a reflection of a desire to replicate the U.S. public school experience abroad, or has roots in local law (British Columbia) or an attempt to embody fully egalitarian ideals.

A handful of schools populate boards through some combination of the above methods. For example, an 18-member board might contain nine self-perpetuating members, plus five that are selected by the parent community via election and four that are appointed by a sponsoring religious denomination.

We are often asked which of these models is "best." As with many such questions, the answer is that it depends on multiple factors, including which form is most consonant with the mission and philosophy of the school, whether or not the existing approach is working well, and the school's current and likely future circumstances. In truth, we believe the question of "best" misleads; a better focus would be on how to bring together and manage an effective board regardless of membership, and the cornerstone of such a board is the selection of talented and capable members.

Regardless of the means of selection, the vital role played by independent school trustees seems at odds with the rather haphazard way boards often select new members. We encounter too many boards that select candidates for membership using methods distinctly devoid of rigor. While there are no doubt many pros and cons to each of the above methods, we believe that a small set of guiding principles applies almost universally to the selection and management of trustees, whether by nomination, appointment, or election:

The method of selecting trustee candidates should be both rigorous and systematic;

New trustees should be oriented to independent education and effective school governance through a thorough process;

Trustee misbehavior should be addressed quickly and appropriately; and

Renomination of trustees for additional terms should be contingent upon satisfactory performance reviews.

RIGOROUS AND SYSTEMATIC SELECTION

The board, via a committee responsible for nominating potential trustees, should do an annual gap analysis of exactly which skill sets are already on the board and which ones are missing or are likely to rotate off the board within a short time. While there are numerous necessary skills that universally apply to independent schools — financial acumen and legal expertise are two examples — other skills come into play at specific times, such as architectural and curricular competence. This sort of profiling should precede each trustee selection cycle and can inform the nomination of prospective members by any of the three methods (e.g., if members are to be elected, a slate could be created based on profiling of the board).

Potential trustees who fulfill needed skill sets should be asked to become members of pertinent board committees to determine if such potential trustees truly bring "good stuff" to the table. By "good stuff" we mean not just technical or subject matter expertise, but the ability to work within committee process and under the direction of the chair. Obstreperous or problematic behavior on a committee would be reason enough not to nominate someone for the board. If the lay committee members live up to their potential, then the chair(s) of the appropriate committees along with the board president/chair could interview them to determine if there is interest in being nominated for board membership.

THOROUGH ORIENTATION

A large proportion — perhaps the majority — of new trustees are themselves new to the independent school world. Even if they have experience in nonprofit governance with other types of organizations, it is still imperative that the orientation process begin before the nomination itself. During the pre-nomination interview, the president/chair must put forth clearly and concisely exactly what being a functioning trustee entails:

Regular attendance at committee and board meetings;

Expected hours of volunteer time to be put in on a monthly basis;

Attendance at key school functions;

Positive ambassadorship for the school in the larger community;

Thorough reading of the NAIS Trustee Handbook;

Willingness to support annual giving and capital campaigns to the best of his/her ability;

Regular trustee training and professional development; and

Understanding of and making a commitment to "holding the school in trust for one's children's children."

Once on the board, new members should receive a thorough orientation to multiple aspects of trusteeship, including:

Issues facing independent schools in general and the school in particular;

Understanding nonprofit financial reports; and

The annual board calendar.

While such training should be mandatory for new trustees, it is helpful for the entire board to review portions of this material from time to time.

ADDRESSING TRUSTEE MISBEHAVIOR

Responsibility for monitoring and addressing issues of trustee behavior ultimately rests with the board chair, working in conjunction with the committee on trustees. Unfortunately, we too often hear a reluctance to address trustee misbehavior either because of the perception that boards are lucky to have volunteer trustees willing to serve and should not expect too much in return or because there is a strong reluctance to precipitate what might result in conflict on the board. The result is often that misbehavior becomes commonplace and even entrenched into the board's culture. Violations of essential board rules (e.g., confidentiality, support for the head, etc.) should trigger a conversation between the board or committee chair and the offending member.

RENOMINATION OF TRUSTEES

Many, perhaps most, boards limit the number of terms a trustee may serve in succession. Good practice would suggest that renomination for a second (or third) term not be automatic; rather, renomination should follow a positive performance appraisal (see below) and is contingent upon mutual willingness of the nominations committee and member, and continuing good fit between the trustee and needed skill sets on the board.

TYPES OF TRUSTEES

Following on the four guiding principles, we can begin to imagine the individual qualities that would make for a good trustee. While by no means exhaustive, some that come to mind are a genuine interest in the school and its welfare, interest and willingness to learn about independent schools and their governance, intellectual acuity and insight, assertiveness (or at least a willingness to voice one's opinions during board sessions), respect for differences of opinion, willingness to adhere to board rules and process, and the capacity to support the school financially by giving directly or securing gifts from others.

Table 1 (below) contains a list of pros and cons of some typical categories of trustees: parents or grandparents of current students, parents or grandparents of alumni, administrators and faculty, and individuals unaffiliated with the school in any way. Notice that each category has both positives and negatives. Therefore, rather than including or excluding categories per se, we suggest nominations committees instead assure that candidates have the above qualities for effectiveness regardless of their constituent group.

Table 1. Pros and cons of several common trustee types.

Type of Trustee

Pro

Con

Parents or grandparents of current students

Interest in the school, familiarity with school life

Often unable to separate their child's interest, may resist making additional gifts

Parents or grandparents of alumni

Familiarity with school life, context for taking the long view

Waning interest as their child goes elsewhere, competing financial demands from their child's current school, difficulty seeing past their own child's experience

Administrators and faculty

Interest in the school, familiarity with school life, knowledge of pedagogy and school operations

Potential for defensiveness and resistance to change, may be limited in financial capacity

Unaffiliated members

Neutrality among factions in the school, context for taking the long view, bring "fresh eyes" view of issues and problems

Difficult to recruit, may have competing demands on time and money, relative unfamiliarity with school life

While it is sometimes necessary to do so, boards should act with caution when empanelling members solely on the basis of wealth or community visibility. The board as a whole must have enough other members so that essential work can get done without overburdening anyone. Also, it is important to note that a member selected for wealth or visibility is likely to remain on the board for quite some time (after all, how would one invite such a person to leave?) and may preclude empanelling someone else who meets the board's profiled needs. In our view, it is better to find ways of engaging with potential supporters who lack the above qualities other than by board membership.

In general, trustee candidates with an agenda, even one that seems positive and benign, are to be avoided. Membership on the board requires a long view that extends well beyond the horizon of one child's years in the school. Members who cannot set aside their own child's interest, or who reason exclusively from the perspective of their child's experience in the school are, more often that not, those who subtract value by consuming precious board time with minutia.

OTHER COMMITTEE ROLES

Effective boards add value. The Committee on Trusteeship should devise a process to regularly evaluate value added via the performance of individual trustees and the overall quality of board process. Minimally, the committee could create a brief questionnaire for trustees to use for annual self-evaluation. As noted, this evaluation would partially form the basis for decisions about renomination and any negative self-ratings should trigger a conversation between the committee or board chair and the member about improvement. A better practice would be to combine individual self-evaluation with a broader and deeper examination of overall board performance.

Such evaluations, along with a scan of issues likely to face the school in the future, can form the basis for planning an annual calendar of professional development opportunities for trustees. We suggest that boards allow for a minimum of three professional development sessions per year, with one focusing on new trustee orientation, a second on a financial or business-related issue and the third on an educational or pedagogical issue. With the exception of orienting new trustees, trustee professional development can occur during a regularly-scheduled board meeting by either extending the time by an hour or shortening the usual agenda.

Regardless of whether a school has a self-perpetuating board or chooses new members by election or appointment, the Trusteeship Committee should be central to the nomination/selection of new trustees, the evaluation of member and board performance, and the ongoing professional development of the board. Experience in schools in the U.S. and abroad suggests good practices for each of these essential functions, as much so as for the work of the head and administration. As with other good practices gleaned from decades of field research, we caution schools to deviate from adherence only with careful forethought.